Sections 4.08 and 4.09 of the Bylaw
Why the final decision regarding suspension and/or removal of membership is given to the L'Arche Canada Board of Directors rather than to the members (communities in General Assembly)?
First, it should be noted that the current by-law gives this decision-making authority to the Board of Directors of L'Arche Canada. There is no change in the body that holds this authority. The new text on the suspension and/or removal of a member's status is intended to clarify the steps to follow for a suspension and/or removal. However, it is important to note that this process will now be outlined in a policy rather than being included in the bylaw.
Section 4.07 Dues
It appears as though dues will be set by the L'Arche Canada Board rather than by vote of all members. Is this available as a policy?
L'Arche Canada will be developing a dues policy in consultation with communities. We hope to have a first draft of this policy for community review and comment by April 1, 2021.
Section 6.01 Authority to Establish the Operational Structure
When will policies around operational structures be available?
L'Arche Canada will develop this policy in consultation with the communities. At this time, we anticipate that this policy will determine the rules for establishment and changes to operational structures but will reflect the current operational structure of L'Arche, including existing regional structures. We hope to have a first draft of this policy for community review and comment by April 1, 2021.
Section 7.04 Election of Directors and Term
Our by-laws regarding board member terms are a little bit different that those proposed in the by-laws. Would we be required to change our by-laws to reflect L'Arche Canada's?
Each community will continue to be responsible for its own bylaws, including the terms of office for board members. Communities should consult the L'Arche International guidelines for boards of directors when revising their bylaws. L'Arche Canada is also available for consultation regarding the structure and operation of boards.
Section 11.05 Advances
Does this mean that L'Arche Canada will pay legal fees if a board member is sued?
This section refers to a individual who is acting or has acted at the request of L'Arche Canada honestly and in good faith and who has complied with the Act, regulations, articles, by-laws or policies of L'Arche Canada and who had reasonable grounds to believe that his or her conduct was lawful. In this situation L'Arche Canada will pay legal costs to the extent permitted by law or statute, or as provided in 11.04 by an insurance policy to offset the costs of the proceedings. This section states that if the person has not acted in good faith, in accordance with the regulations, he or she shall repay this advance.
Preamble: "Whereas" clauses/provisions.
Shouldn't the first "Whereas" clause reflect the language of the identity and mission statement?
L'Arche Canada has not included direct quotes from the mission and identity statements as these statements are subject to review and amendment by another pprocess. However, we will consider modifications to the current clause to better reflect the principles of inclusion as articulated in the identity statement.
Section 4 - Suspension and Removal of Membership
Is this clause necessary given that termination is dealt in the termination provision of the Agreement (see Article 7.02(a))?
Section 7 of the Agreement does not deal with suspension or removal of membership. In addition, we feel it is important to have a separate section that explicitly recognizes the authority of L'Arche Canada to suspend or remove a member.
Section 4 - Suspension and Removal of Membership
Should clause (4) on suspension and removal of membership be moved to another section of the agreement?
The relocation of this section will be examined.
Our by-laws must allow L'Arche Canada to appoint a member to the community corporation and a director on its board as a representative of L'Arche Canada. When and how would this take place?.
This provision is included in the current Membership Agreement and retained in the revised draft. This provision is included to allow L'Arche Canada to have a direct voice in the deliberations of the Board of Directors, typically in crisis situations. It is difficult to provide the specific conditions that may trigger this provision, but it should be noted that it has been used very infrequently in the current Membership Agreement.
Correction of the wording in the French version: "conseil" should be "conseil d'administration".
The correction will be made.
Section 2.10 - Insurance Provision
What is the purpose of this new provision that requires communities to add L'Arche Canada as an "additional insured" to community liability insurance policies?
This provision was added at the suggestion of our legal counsel due to the likelihood that L'Arche Canada would be added to any lawsuit against the community. L'Arche Canada recognizes that this is a new provision and would like to hear from the communities once they have had an opportunity to determine if this will result in a substantial change to the insurance premiums paid by the communities.
Section 2.10 - Insurance Provision
Is there a way to ease the potentially disproportionate impact of an increase in insurance rates for smaller communities?
L'Arche Canada will consider all options once it has a better idea of the financial implications of this new provision.
Section 3 – Intellectual Property
We are looking for greater clarity re. use of the L'Arche logo. Is the right to use this logo automatically given once the agreement is signed? Are special applications needed for some use of the logo? Would the fundraising board of the community need to make special application to use the logo or would they fall under the same membership agreement for use?
Communities that have signed the current Membership Agreement are already licensed to use the L'Arche logo - subject to the terms and conditions of the current Membership Agreement and the Intellectual Property License.
Under the terms of the revised Membership Agreement, communities will receive a new license (subject to the terms of the revised trademark and copyright licenses) once the revised Membership Agreement is signed (in short, the revised Membership Agreement will be signed at the same time as the revised trademark and copyright licenses). ) Use of the trademarks (logos) will not require a special request once the revised license is signed. However, communities will be subject to the terms of the trademark license and the trademark style guide. This may result in certain uses being prohibited. For example, communities may not modify the official mark to create unofficial versions of the logo.
With respect to fundraising, if the community operates a foundation (which is separately incorporated), then that foundation will need to apply to L'Arche Canada for a separate license to use L'Arche's trademarks and copyrighted materials. If the community organizes its fundraising internally, with a fundraising committee that is a sub-committee of its board of directors or operations, then the trademark and copyright licenses granted to the community will be sufficient to cover the scope of use for fundraising purposes (subject always to the terms of the copyright license and trademark style guide)
Section 4.01 – Suspension /Removal from Membership
Is the policy around suspension/removal of membership currently available?
The new draft suspension/removal policy has been distributed with the revised Membership Agreement and General By-Laws.
Section 5 - Confidentiality
Can L'Arche Canada provide support to communities to meet increased operational requirements to meet new privacy requirements, for example expanded access to the L'Arche Canada email platform (email@example.com)?
These new provisions regarding "confidentiality" and "privacy" relate to the obligations of all parties to the agreement to protect confidentiality and privacy in accordance with legislation introduced since the implementation of the current Membership Agreement. We will explore a number of different ways to support communities to increase their capacity to meet their confidentiality obligations.
Section 8.01 - Publicity and Non-Disparagement
Why is this clause prohibiting communities from disparaging L’Arche Canada not reciprocal, so as to prohibit L’Arche Canada from disparaging communities?
This clause is not reciprocal in recognition of the oversight role that L'Arche Canada plays in relation to the communities. However, we will explore whether modifications to this clause can be accommodated to recognize the principle of reciprocity.
Section 9 - Indemnification
Why is this provision requiring the communities to indemnify L’Arche Canada in certain circumstances not reciprocal?
Due to the nature of the communities' activities (direct services in support of core members), it is much more likely that L'Arche Canada will be sued for actions within the community than that a community will be sued for actions of L'Arche Canada. Again, we will look at how the principle of reciprocity might be recognized.
Section 3.9 of the Copyright License
Is it necessary to require the community to seek permission every time it publishes a "community work"?
We recognize that this would be impractical to implement and will be seeking a suitable alternative provision.
Schedule B: Copyright Licence
L'Arche Canada has the right to use all 'Community Works'. What kind of language/agreement do we need to have in place for our members in terms of ownership of everything produced in and for the community?
As stated earlier, L'Arche Canada will seek further legal advice regarding this issue and will provide additional information as it becomes available.
Communities should, however, consider establishing their own policies regarding the production of creative works within the community, particularly with respect to the ownership of works that are created for or on behalf of the community.
Concerns were raised that some of the changes in the governance documents would result in "increased centralization".
We invite communities to identify which articles or sections of the various documents, in their formulation or purpose, generate undue centralization.
Why is the proposed Membership Agreement bipartite, when the current Membership Agreement in Quebec is tripartite (including the AAQ as a signatory)?
According to the Membership Agreement with L'Arche International, the agreements with the communities are bipartite between them and L'Arche Canada
We are working with the AAQ to review and revise the current agreement between L'Arche Canada and the AAQ (a review of the 2018 agreement after 2 years was included in the 2018 agreement). It is expected that this review process will result in an agreement that better recognizes and articulates the role of the AAQ within the L'Arche Canada structure and that an agreement will be reached prior to the April 2022 signing timeline.